2 March 2009
PEARSON 2008 PRELIMINARY RESULTS (unaudited)
Sustained growth and record results.
Robust performance in tough markets.
Marjorie Scardino, chief executive, said:
"Over the past five years, Pearson has produced steadily rising sales, profits, earnings, cash and returns. We are particularly pleased to have continued that record in 2008 in the face of a sharp economic downturn. This is the result of steady investment and execution of our strategy over the long-term. We don't expect economic conditions to improve any time soon, but we do expect our company to remain hardy and aggressive. We'll continue to press our advantage in technology, services and international reach because our competitive positions are strong and we see many opportunities to build our business and gain share in these turbulent times."
£ millions |
2008 |
2007 |
Headline growth |
CER growth |
Underlying growth |
|
|
|
|
|
|
Business performance |
|
|
|
|
|
Sales
|
4,811 |
4,162 |
16% |
8% |
3% |
Adjusted operating profit
|
762 |
619 |
23% |
11% |
5% |
Adjusted profit before tax |
674 |
549 |
23% |
|
|
Adjusted earnings per share |
57.7p |
46.7p |
24% |
|
|
|
|
|
|
|
|
Operating cash flow |
796 |
684 |
16% |
|
|
Total free cash flow |
631 |
407 |
55% |
|
|
Total free cash flow per share |
79.2p |
51.1p |
55% |
|
|
Return on invested capital |
9.2% |
8.9% |
0.3% pt |
|
|
Net Debt |
1,460 |
973 |
(50)% |
|
|
|
|
|
|
|
|
Statutory results |
|
|
|
|
|
Sales |
4,811 |
4,162 |
16% |
|
|
Operating profit |
676 |
574 |
18% |
|
|
Profit before tax |
585 |
468 |
25% |
|
|
Basic earnings per share - continuing |
47.9p |
39.0p |
23% |
|
|
Cash generated from operations |
894 |
659 |
36% |
|
|
|
|
|
|
|
|
Dividend per share |
33.8p |
31.6p |
7% |
|
|
Throughout this announcement growth rates are stated on a constant exchange rate (CER) basis unless otherwise stated. Where quoted, underlying growth rates exclude both currency movements and portfolio changes. The 'business performance' measures are non-GAAP measures and reconciliations to the equivalent statutory heading under IFRS are included in notes 2, 3, 5, 7, 16 and 17 to the attached condensed financial statements. Profits are quoted on a continuing basis unless otherwise stated.
2008 OVERVIEW
In 2008, Pearson's sales increased 8% at constant exchange rates to £4.8bn and adjusted operating profit 11% to a record £762m. Every part of the company contributed to the growth, with adjusted operating profit at Penguin up 4%, at Pearson Education up 11% and at the FT Group up 13%. Adjusted earnings per share were 57.7p, up 24% on a headline basis.
Portfolio changes and currency movements had a significant impact on reported results in 2008. The net effect of acquisitions and disposals was to add £199m to sales and £35m to operating profit, primarily in our education business, where we integrated the testing and international parts of Harcourt, acquired from Reed Elsevier. We also expensed significant integration charges related to the acquisition, which are included in our operating results. Currency movements added £320m to sales and £76m to operating profit. This was largely the result of the strengthening of the US dollar against sterling over the course of the year although the strength of other currencies against sterling also contributed. We generated approximately 60% of our sales and profits in US dollars.
Operating cash flow increased by £112m to £796m (headline growth of 16%) and total free cash flow by £224m to £631m, or 79.2p per share (headline growth of 55%). Cash conversion was once again strong at 104% of operating profit, assisted by exchange rates. Over the past five years, the proportion of our profits converted to cash has averaged more than 100%. Our ratio of average working capital to sales improved by a further 0.1% points after removing portfolio effects.
Our tax rate in 2008 was 26.4%, the same as in 2007.
Our return on average invested capital** showed a headline increase of 0.3% points (to 9.2%).
Statutory results show an increase of £102m in operating profit to £676m (£574m in 2007). Basic earnings per share for continuing businesses were 47.9p in 2008 against 39.0p in 2007.
Net debt was £487m higher at £1,460m (from £973m in 2007). Cash flow was strong, but our net debt was higher with the impact of acquisitions and disposals (net impact of £285m) and the year-end strength of the dollar on our largely dollar-denominated debt (net impact of £410m). Since 2000, Pearson's net debt/ EBITDA ratio has fallen from 3.9x to 1.7x and our interest cover has increased from 3.1x to 8.7x.
Dividend. The board is proposing a dividend increase of 7% to 33.8p. Subject to shareholder approval, 2008 will be Pearson's 17th straight year of increasing our dividend above the rate of inflation. Over the past five years we have increased our dividend at a compound annual rate of 7%. Our dividend cover is now 1.7x.
Our financial goals. Pearson's three key financial measures are adjusted earnings per share, operating cash flow and return on average invested capital. We use these measures to gauge performance and to align our plans and targets with the interests of shareholders. Our five-year record on these goals is:
|
2004 |
2005 |
2006 |
2007 |
2008 |
Adjusted earning per share |
27.5p* |
34.1p* |
43.1p |
46.7p |
57.7p |
Operating cash flow |
£418m |
£570m |
£575m |
£684m |
£796m |
Return on invested capital** |
6.3% |
7.3% |
8.1% |
8.9% |
9.2% |
|
|
|
|
|
|
* As reported (before restatement for tax deductibility of goodwill amortisation).
** Using average invested capital and cash tax paid.
OUTLOOK
Pearson achieved a strong performance in 2008 against the backdrop of a sharp deterioration in the global economy. Though the company performed well, market conditions became more difficult for some of our businesses as the year went on.
In the fourth quarter, trading momentum remained strong for our education business. The Financial Times Group continued to achieve good growth - in particular at Interactive Data and Mergermarket - but FT Publishing saw a decline in advertising revenues (which now account for 4% of Pearson's sales). Consumer publishing markets in the US and the UK were challenging, but Penguin performed well in the key holiday selling season.
We are planning on the basis that the tough market conditions that we saw for some of our businesses towards the end of 2008 are likely to persist throughout 2009. We expect to benefit from a range of early actions to revise products and supply lines, reduce costs and sustain investment. Based on current exchange rates and market conditions, we would expect to achieve full-year adjusted earnings at or above the 2008 level of 57.7p per share.
In Education, we are planning for weak conditions in the US School publishing market but expect continued growth in our testing, Higher Education and International Education businesses. We expect the new US administration's emphasis on education, reflected in both the economic stimulus package and the focus on reform, to provide a significant boost to education institutions. The extent and timing of the impact on our business is unclear at this stage, so we have not included these factors in our guidance.
At the FT Group, we anticipate continued strong demand for high-quality analysis of global business, finance, politics and economics; a tough year for advertising; strong renewal rates in our subscription businesses; and continued growth at Interactive Data.
At Penguin, we expect another competitive performance in challenging trading conditions for book publishers and booksellers.
Interest and tax. In 2009, we expect our interest charge to adjusted earnings to be higher than 2008 reflecting the impact of the recent strength of the dollar on our largely US dollar-denominated debt and the pensions-related credit to interest becoming a debit in 2009. Our P&L tax charge is likely to be in the 26% to 28% range and we now expect our cash tax rate to stay close to 2008 levels.
Exchange rates. Pearson generates approximately 60% of its sales in the US, and each five cent change in the average £:$ exchange rate for the full year (which in 2008 was £1:$1.85) would have an impact of approximately 1p on adjusted earnings per share.
For more information:
Luke Swanson / Simon Mays-Smith/ Charles Goldsmith + 44 (0) 20 7010 2310
Pearson's results presentation for investors and analysts will be webcast live today from 09.00 (GMT) and available for replay from 12.00 (GMT) via www.pearson.com.
A video interview with Marjorie Scardino and Robin Freestone is available at www.pearson.com High resolution photographs are available for the media at www.newscast.co.uk
FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, the matters discussed in this Preliminary Statement include forward-looking statements. In particular, all statements that express forecasts, expectations and projections with respect to future matters, including trends in results of operations, margins, growth rates, overall market trends, the impact of interest or exchange rates, the availability of financing, anticipated costs savings and synergies and the execution of Pearson's strategy, are forward looking statements. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will occur in future. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by these forward looking statements, including a number of factors outside Pearson's control. These include international, national and local conditions, as well as competition. They also include other risks detailed from time to time in the company's publicly-filed documents. Any forward looking statements speak only as of the date they are made, and Pearson gives no undertaking to update forward-looking statements to reflect any changes in its expectations with regard thereto or any changes to events, conditions or circumstances on which any such statement is based.
BUSINESS PERFORMANCE
£ millions |
2008 |
2007 |
Headline growth |
CER growth |
Underlying growth |
|
|
|
|
|
|
Sales |
|
|
|
|
|
North American Education |
2,002 |
1,667 |
20% |
11% |
3% |
International Education |
866 |
735 |
18% |
11% |
2% |
Professional |
244 |
226 |
8% |
1% |
1% |
Pearson Education |
3,112 |
2,628 |
18% |
10% |
2% |
FT Publishing |
390 |
344 |
13% |
9% |
4% |
Interactive Data |
406 |
344 |
18% |
10% |
9% |
FT Group |
796 |
688 |
16% |
9% |
7% |
Penguin |
903 |
846 |
7% |
0% |
3% |
Total |
4,811 |
4,162 |
16% |
8% |
3% |
|
|
|
|
|
|
Adjusted operating profit |
|
|
|
|
|
North American Education |
303 |
273 |
11% |
5% |
(2)% |
International Education |
135 |
92 |
47% |
26% |
16% |
Professional |
36 |
27 |
33% |
26% |
26% |
Pearson Education |
474 |
392 |
21% |
11% |
4% |
FT Publishing |
74 |
56 |
32% |
9% |
0% |
Interactive Data |
121 |
97 |
25% |
15% |
13% |
FT Group |
195 |
153 |
27% |
13% |
8% |
Penguin |
93 |
74 |
26% |
4% |
4% |
|
|
|
|
|
|
Total |
762 |
619 |
23% |
11% |
5% |
Discontinued |
- |
15 |
|
|
|
Total |
762 |
634 |
|
|
|
NORTH AMERICAN EDUCATION
£ millions |
2008 |
|
Headline growth |
CER growth |
Underlying growth |
Sales |
2,002 |
1,667 |
20% |
11% |
3% |
Adjusted operating profit |
303 |
273 |
11% |
5% |
(2)% |
|
|
|
|
|
|
North American Education is Pearson's largest business, with 2008 sales of £2bn and operating profit of £303m. Over the past five years, it has increased sales at a compound annual growth rate of 10% and profits at a rate of 9%.
Raising student achievement has long been a key priority across the political spectrum in the US. Though the current economic climate has placed considerable pressure on state and local tax receipts - and therefore education funding - spending on educational materials has historically proved relatively resilient. In addition, the new administration's economic stimulus package contains a range of measures to support state funding and education reform.
The education publishing industry is going through a period of significant change driven by the demand for high educational standards and accountability, the shift from print to digital products and a rapidly changing competitive environment.
Our business serves educators and students from early education through elementary, middle and high schools and into higher education with a wide range of products and services: curriculum textbooks and other learning materials; student assessments and testing services; and educational technologies. Pearson has a leading position in each of these areas and a distinctive strategy of connecting those parts to support institutions and personalise learning. In 2008 we began to integrate our North American School and Higher Education companies, which we believe will bring significant opportunities to develop growth businesses, to share investments and technologies and to gain further efficiencies.
Highlights in 2008 include:
School Curriculum
Assessment and Information
Higher Education
INTERNATIONAL EDUCATION
£ millions |
2008 |
|
Headline growth |
CER growth |
Underlying growth |
Sales |
866 |
735 |
18% |
11% |
2% |
Adjusted operating profit |
135 |
92 |
47% |
26% |
16% |
|
|
|
|
|
|
Pearson is the world leader in education publishing and related services outside North America. Over the past five years, this has been Pearson's fastest-growing business, increasing sales at a headline compound annual growth rate of 16% (from £484m in 2004 to £866m in 2008) and operating profit five-fold (from £27m in 2004 to £135m in 2008). The business has achieved strong organic growth and successfully integrated a number of acquisitions including Edexcel, Harcourt International and PBM.
Looking ahead, we expect our International Education businesses to continue to benefit from a series of powerful growth trends: increasing public and private spending on education; growing participation rates in elementary, secondary and higher education; the demand for assessment to provide measures of achievement; the growing technology infrastructure in educational institutions; and the rise of English and other international languages.
In 2008, we made good progress on our strategic goals, extending our strong position in English language learning and educational technology, developing services for measuring and certifying student progress, and providing integrated solutions to help educational institutions achieve their goals. We also expanded our product range and geographic presence through the acquisitions of Harcourt International and Fronter. Sales increased by 11% to £866m and profits by 26% to £135m at constant exchange rates. Headline profit growth of 47% also benefited from some transactional foreign exchange gains.
Highlights included:
Europe
Africa and the Middle East
Asia and Pacific
Latin America
PROFESSIONAL
£ millions |
2008 |
|
Headline growth |
CER growth |
Underlying growth |
Sales |
244 |
226 |
8% |
1% |
1% |
Adjusted operating profit |
36 |
27 |
33% |
26% |
26% |
|
|
|
|
|
|
Note: excludes Data Management (Scanners).
Our Professional education business is focused on publishing and other learning programmes for professionals in business and technology, and on testing and certifying adults to become professionals.
Over the past five years, we have increased sales in this division at a compound annual rate of 11% in constant currencies and operating profit from a loss of £5m in 2004 to a profit of £36m in 2008. Over that period, we significantly re-oriented our professional publishing businesses towards long-term growth markets and built professional testing into a profitable industry leader. We see good growth for these businesses, which will benefit from rising demand for work-related skills and qualifications in both developed and developing markets; and from close connections with professional content and customers in other parts of Pearson.
Professional testing & certification
Professional publishing
FINANCIAL TIMES GROUP
£ millions |
2008 |
2007 |
Headline growth |
CER Growth |
Underlying growth |
Sales |
|
|
|
|
|
FT Publishing |
390 |
344 |
13% |
9% |
4% |
Interactive Data |
406 |
344 |
18% |
10% |
9% |
Total |
796 |
688 |
16% |
9% |
7% |
Adjusted operating profit |
|
|
|
|
|
FT Publishing |
74 |
56 |
32% |
9% |
0% |
Interactive Data |
121 |
97 |
25% |
15% |
13% |
Total |
195 |
153 |
27% |
13% |
8% |
Note: excludes Les Echos, sold in December 2007.
The FT Group is a leading provider of essential information in attractive niches of the global business information market. These include insight and analysis through the Financial Times, FT.com and The Economist, and intelligence, valuations and indices through Mergermarket, FTSE and Interactive Data.
In recent years, the FT Group has significantly shifted its business towards digital and subscription revenues. We have sold our largely print and advertising-based national media companies (Recoletos in Spain, Les Echos in France, FT Deutschland in Germany); acquired digital businesses with international opportunities (Mergermarket, Exec-Appointments.com, Money-Media); and invested steadily in our global and digital businesses including the Financial Times, FT.com and Interactive Data.
As a result of this strategy, in 2008 digital services accounted for 67% of FT Group revenues, up from 28% in 2000; and in 2008 advertising accounted for 25% of FT Group revenues, down from 52% in 2000. On a continuing business basis, FT Group sales have increased at a headline compound average growth rate of 12% (from £504m in 2004 to £796m in 2008) and profits by 32% (from £65m to £195m).
Looking ahead, we believe that the FT Group's premium and global positions, combined with our digital and subscription businesses, put us in a good position to weather tougher economic conditions.
FT Publishing
Interactive Data
PENGUIN
£ millions |
2008 |
|
Headline growth |
CER growth |
Underlying growth |
Sales |
903 |
846 |
7% |
0% |
3% |
Adjusted operating profit |
93 |
74 |
26% |
4% |
4% |
|
|
|
|
|
|
Penguin is one of the most famous brands in book publishing, known around the world for the quality of its publishing and its consistent record of innovation.
Over the past five years, Penguin's sales have increased at an average rate of 4% and profits at 14% - the result of a plan to generate significant and consistent margin improvement. That plan has four major parts:
1. Investing consistently and in a disciplined way in author and product development;
2. Developing a globally coordinated publishing organisation, benefiting from worldwide scale and rapid rates of growth in literacy, education and demand for books in emerging markets;
3. Innovating with digital technologies to provide new reading experiences, new ways to market and sell books, and more efficient means of production, storage and distribution of content;
4. Becoming a more efficient organisation, focusing on margin progression, working capital discipline and cash generation.
In 2008, those initiatives helped Penguin reach its target of double digit margins, even in tough conditions for book publishers and booksellers and after additional bad debt provisions. Headline growth includes the impact of increased transactional foreign exchange gains.
Looking ahead, Penguin's strategy involves further investment in publishing in both established and emerging markets, and in continued digital innovation, as it seeks to build on its strong competitive position and accelerate sales growth.
Strong publishing in all markets; top awards in the US, Australia, Canada and India
Leading in digital innovation
FINANCIAL REVIEW
Operating result
On a headline basis, sales for the year to 31 December 2008 increased by £649m or 16% from £4,162m in 2007 to £4,811m in 2008 and adjusted operating profit from continuing operations increased by £143m or 23% from £619m in 2007 to £762m in 2008.
On an underlying basis sales grew by 3% and adjusted operating profit by 5%. Our underlying measures exclude the effects of exchange and portfolio changes. In 2008, currency movements increased sales by £320m and adjusted operating profit by £76m while portfolio changes increased sales by £199m and adjusted operating profit by £35m.
Total adjusted operating profit excludes amortisation of acquired intangibles and includes the adjusted profits from discontinued operations (excluding gains and losses on disposal). Statutory operating profit (from continuing operations) increased by £102m or 18% from £574m in 2007 to £676m in 2008. Statutory operating profit includes an increased charge for intangible amortisation but does not include the contribution from discontinued operations.
Net finance costs
Net finance costs reported in our adjusted earnings comprise net interest payable, net finance income relating to post-retirement plans and certain foreign exchange gains and losses.
Net interest payable in 2008 was £89m, down from £95m in 2007. Although our fixed rate policy reduces the impact of changes in market interest rates, we were still able to benefit from a fall in average US dollar and sterling interest rates during the year. Year on year, average three month LIBOR (weighted for the Group's net borrowings in US dollars and sterling at each year end) fell by 2.3% to 3.1%. This reduction in floating market interest rates was partially offset by higher fixed bond coupons prevailing at the time of our 2008 bond issue. The overall result was a decrease in the Group's average net interest rate payable by 1.4% to 5.9%. The Group's average net debt rose by £266m, largely as a result of the weakening of sterling relative to the US dollar, in which the majority of our debt is denominated.
Net finance income relating to post-retirement plans fell by £2m from £10m in 2007 to £8m in 2008. Exchange losses reported in adjusted earnings in 2008 of £7m related to the retranslation of foreign currency bank overdrafts. There were no material exchange differences on these accounts in 2007 but the weakness of sterling in the fourth quarter made this a more significant item in 2008.
Also included in the statutory definition of net finance costs are foreign exchange and other gains and losses. These are excluded from adjusted earnings as they represent short-term fluctuations in market value and are subject to significant volatility. These other gains and losses may not be realised in due course as it is normally the intention to hold the related instruments to maturity. In 2008 the total of these items excluded from adjusted earnings was a loss of £3m compared to a loss of £21m in 2007. The loss in 2007 mainly related to euro denominated debt held to hedge the receipt of proceeds from the sale of Les Echos.
Taxation
The effective tax rate on adjusted earnings in 2008 was 26.4% which was the same effective rate as that for 2007. Our overseas profits, which arise mainly in the US are largely subject to tax at higher rates than the UK corporation tax rate (an effective rate of 28.5% in 2008 compared to 30% in 2007). Higher tax rates were more than offset by amortisation-related tax deductions and releases from provisions reflecting continuing progress in agreeing our tax affairs with the authorities.
The reported tax charge on a statutory basis was £172m (29.4%) compared to a charge of £131m (28.0%) in 2007. The tax charge relating to the sale of the Data Management business in February 2008 is included in the loss on discontinued businesses. A charge arises on this disposal as although there is a book loss there is a gain for tax purposes. Tax paid in 2008 was £89m compared to £87m in 2007.
Discontinued operations
Discontinued operations in 2008 relates to the Data Management business that was sold on 22 February 2008. The Data Management business was reported as discontinued in the 2007 figures along with Government Solutions (sold February 2007), Datamark (acquired with eCollege and immediately sold in July 2007) and Les Echos (sold December 2007).
We received net cash proceeds of $211m on the sale of the Data Management business and realised a loss before tax of £53m mainly due to exchange. The tax charge on the sale is £37m.
Minority interests
Minority interests comprise mainly the 38% share of Interactive Data.
Dividends
The dividend accounted for in our 2008 financial statements totalling £257m represents the final dividend in respect of 2007 (20.5p) and the interim dividend for 2008 (11.8p). We are proposing a final dividend for 2008 of 22.0p, bringing the total paid and payable in respect of 2008 to 33.8p, a 7.0% increase on 2007. This final 2008 dividend was approved by the Board in February 2009, is subject to approval at the forthcoming AGM and will be charged against 2009 profits. For 2008 the dividend is covered 1.7 times by adjusted earnings.
Pensions
Pearson operates a variety of pension plans. Our UK Group plan is by far the largest and includes a significant defined benefit section. We also have some smaller defined benefit plans in the US and Canada. Outside the UK, most of our companies operate defined contribution plans. Our charge to profit in respect of worldwide pensions and post retirement benefits amounted to £76m in 2008 (2007 : £61m) of which a charge of £84m (2007 : £71m) was reported in operating profit and the net finance benefit of £8m (2007 : £10m) was reported against net finance costs.
CONDENSED CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2008
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
note |
|
|
|
|
|
|
Continuing operations |
|
|
|
|
|
|
|
Sales
|
2 |
4,811 |
4,162 |
Cost of goods sold |
|
(2,174) |
(1,910) |
Gross profit |
|
2,637 |
2,252 |
|
|
|
|
Operating expenses |
|
(1,986) |
(1,701) |
Share of results of joint ventures and associates |
|
25 |
23 |
Operating profit
|
2 |
676 |
574 |
|
|
|
|
Finance costs
|
3 |
(136) |
(150) |
Finance income
|
3 |
45 |
44 |
Profit before tax
|
4 |
585 |
468 |
Income tax
|
5 |
(172) |
(131) |
Profit for the year from continuing operations |
|
413 |
337 |
|
|
|
|
Discontinued operations |
|
|
|
|
|
|
|
Loss for the year from discontinued operations
|
8 |
(90) |
(27) |
|
|
|
|
Profit for the year |
|
323 |
310 |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the Company |
|
292 |
284 |
Minority interest |
|
31 |
26 |
|
|
|
|
Earnings per share from continuing and discontinued operations (in pence per share) |
|||
Basic
|
6 |
36.6p |
35.6p |
Diluted
|
6 |
36.6p |
35.6p |
|
|
|
|
Earnings per share from continuing operations (in pence per share) |
|
|
|
Basic
|
6 |
47.9p |
39.0p |
Diluted
|
6 |
47.9p |
39.0p |
The accompanying notes to the condensed consolidated financial statements form an integral part of the financial information.
CONDENSED CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
for the year ended 31 December 2008
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
note |
|
|
|
|
|
|
|
|
|
|
Net exchange differences on translation of foreign operations |
|
1.050 |
25 |
Actuarial (losses) / gains on retirement benefit obligations |
|
(74) |
80 |
Taxation on items charged to equity |
|
2 |
29 |
Net income recognised directly in equity |
|
978 |
134 |
Profit for the year |
|
323 |
310 |
Total recognised income and expense for the year |
|
1,301 |
444 |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the Company
|
11 |
1,270 |
418 |
Minority interest |
|
31 |
26 |
CONDENSED CONSOLIDATED BALANCE SHEET
as at 31 December 2008
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
note |
|
|
|
|
|
|
Property, plant and equipment |
|
423 |
355 |
Intangible assets
|
15 |
5,353 |
3,814 |
Investments in joint ventures and associates |
|
23 |
20 |
Deferred income tax assets |
|
372 |
328 |
Financial assets - Derivative financial instruments |
|
181 |
23 |
Retirement benefit assets |
|
49 |
62 |
Other financial assets |
|
63 |
52 |
Other receivables |
|
152 |
129 |
Non-current assets |
|
6,616 |
4,783 |
|
|
|
|
Intangible assets - Pre-publication |
|
695 |
450 |
Inventories |
|
501 |
368 |
Trade and other receivables |
|
1,342 |
946 |
Financial assets - Derivative financial instruments |
|
3 |
28 |
Financial assets - Marketable securities |
|
54 |
40 |
Cash and cash equivalents (excluding overdrafts) |
|
685 |
560 |
Current assets |
|
3,280 |
2,392 |
|
|
|
|
Non-current assets classified as held for sale |
|
- |
117 |
|
|
|
|
Total assets |
|
9,896 |
7,292 |
|
|
|
|
Financial liabilities - Borrowings |
|
(2,019) |
(1,049) |
Financial liabilities - Derivative financial instruments |
|
(15) |
(16) |
Deferred income tax liabilities |
|
(447) |
(287) |
Retirement benefit obligations |
|
(167) |
(95) |
Provisions for other liabilities and charges |
|
(33) |
(44) |
Other liabilities |
|
(221) |
(190) |
Non-current liabilities |
|
(2,902) |
(1,681) |
|
|
|
|
Trade and other liabilities |
|
(1,429) |
(1,050) |
Financial liabilities - Borrowings |
|
(344) |
(559) |
Financial liabilities - Derivative financial instruments |
|
(5) |
- |
Current income tax liabilities |
|
(136) |
(96) |
Provisions for other liabilities and charges |
|
(56) |
(23) |
Current liabilities |
|
(1,970) |
(1,728) |
|
|
|
|
Liabilities directly associated with non-current assets held for sale
|
- |
(9) |
|
|
|
|
|
Total liabilities |
|
(4,872) |
(3,418) |
|
|
|
|
Net assets |
|
5,024 |
3,874 |
|
|
|
|
Share capital |
|
202 |
202 |
Share premium |
|
2,505 |
2,499 |
Treasury shares |
|
(222) |
(216) |
Reserves |
|
2,265 |
1,210 |
Total equity attributable to equity holders of the Company |
|
4,750 |
3,695 |
Minority interest |
|
274 |
179 |
Total equity |
11 |
5,024 |
3,874 |
The condensed consolidated financial statements were approved by the Board on 01 March 2009.
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December 2008
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
note |
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
Net cash generated from operations
|
17 |
894 |
659 |
Interest paid |
|
(87) |
(109) |
Tax paid |
|
(89) |
(87) |
Net cash generated from operating activities |
|
718 |
463 |
|
|
|
|
Cash flows from investing activities |
|
|
|
Acquisition of subsidiaries, net of cash acquired |
|
(395) |
(472) |
Acquisition of joint ventures and associates |
|
(5) |
(4) |
Purchase of investments |
|
(1) |
- |
Purchase of property, plant and equipment (PPE) |
|
(75) |
(86) |
Proceeds from sale of investments |
|
5 |
- |
Proceeds from sale of PPE |
|
2 |
14 |
Purchase of intangible assets |
|
(45) |
(33) |
Disposal of subsidiaries, net of cash disposed |
|
111 |
469 |
Interest received |
|
11 |
19 |
Dividends received from joint ventures and associates |
|
23 |
32 |
Net cash used in investing activities |
|
(369) |
(61) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Proceeds from issue of ordinary shares |
|
6 |
12 |
Purchase of treasury shares |
|
(47) |
(72) |
Proceeds from borrowings |
|
455 |
272 |
Liquid resources acquired |
|
- |
(15) |
Repayment of borrowings |
|
(275) |
(391) |
Finance lease principal payments |
|
(3) |
(2) |
Dividends paid to Company's shareholders |
|
(257) |
(238) |
Dividends paid to minority interests |
|
(28) |
(10) |
Net cash used in financing activities |
|
(149) |
(444) |
|
|
|
|
Effects of exchange rate changes on cash and cash equivalents
|
(103) |
3 |
|
Net increase / (decrease) in cash and cash equivalents |
|
97 |
(39) |
|
|
|
|
Cash and cash equivalents at beginning of year |
|
492 |
531 |
|
|
|
|
Cash and cash equivalents at end of year |
|
589 |
492 |
For the purposes of the cash flow statement, cash and cash equivalents are presented net of overdrafts repayable on demand. These overdrafts are excluded from cash and cash equivalents disclosed on the balance sheet.
Included in the figures above are net cash generated from / (used in) amounts relating to discontinued operations as follows: operating activities £nil (2007: £7m); investing activities £nil (2007: £3m); financing activities £nil (2007: £(21)m).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 December 2008
1. Basis of preparation
The condensed consolidated financial statements have been prepared in accordance with the Listing Rules of the Financial Services Authority and in accordance with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union (EU). In respect of accounting standards applicable to the Group there is no difference between EU-adopted IFRS and International Accounting Standards Board (IASB)-adopted IFRS.
The condensed consolidated financial statements have also been prepared in accordance with the accounting policies set out in the 2007 Annual Report and have been prepared under the historical cost convention as modified by the revaluation of financial assets and liabilities (including derivative financial instruments) at fair value. On 1 January 2008, the Group early adopted IFRS 8 'Operating Segments' which, in conjunction with organisational changes, has led to a change in segments within the Education business. IFRS 8 requires that segments are reported on a management basis and these results are reported under the new organisational structure in a manner consistent with internal reporting to the Board and senior management of Pearson (see note 2). The 2007 Annual Report also refers to other new standards effective from 1 January 2008. Apart from IFRS 8, none of these standards have had a material impact in these financial statements.
The preparation of condensed consolidated financial statements requires the use of certain critical accounting assumptions. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas requiring a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the condensed consolidated financial statements have been set out in the 2007 Annual Report.
This preliminary announcement does not constitute the Group's full financial statements for the year ended 31 December 2008. The Group's full financial statements will be approved by the Board of Directors and reported on by the auditors later in March 2009. Accordingly, the financial information for 2008 is presented unaudited.
The financial information for the year ended 31 December 2007 does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The Auditors' report on the full financial statements for the year ended 31 December 2007 was unqualified and did not contain statements under section 237 (2) of the Companies Act 1985 (regarding the adequacy of accounting records and returns), or under section 237 (3) (regarding provision of necessary information and explanations).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
2. Segment information
Following the adoption of IFRS 8 'Operating Segments' and changes in the organisational structure in the Education business, the Group has revised its reporting segments. The Group is now organised into six segments: North American Education, International Education, Professional, Financial Times Publishing, Interactive Data and Penguin.
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
|
|
|
|
|
|
|
Sales |
|
|
|
North American Education |
|
2,002 |
1,667 |
International Education |
|
866 |
735 |
Professional |
|
244 |
226 |
Pearson Education |
|
3,112 |
2,628 |
FT Publishing |
|
390 |
344 |
Interactive Data |
|
406 |
344 |
FT Group |
|
796 |
688 |
Penguin |
|
903 |
846 |
Total sales - continuing operations |
|
4,811 |
4,162 |
|
|
|
|
Adjusted operating profit |
|
|
|
North American Education |
|
303 |
273 |
International Education |
|
135 |
92 |
Professional |
|
36 |
27 |
Pearson Education |
|
474 |
392 |
FT Publishing |
|
74 |
56 |
Interactive Data |
|
121 |
97 |
FT Group |
|
195 |
153 |
Penguin |
|
93 |
74 |
Adjusted operating profit - continuing operations |
|
762 |
619 |
Adjusted operating profit - discontinued operations |
|
- |
15 |
Total adjusted operating profit |
|
762 |
634 |
Discontinued operations relate to the Group's interest in Government Solutions, Les Echos and the Data Management business (see note 8). Government Solutions and the Data Management business were previously reported (before the adoption of IFRS 8) within the Professional group of businesses and Les Echos within the FT Publishing segment.
Adjusted operating profit is one of Pearson's key business performance measures; it includes the operating profit from the total business including the results of discontinued operations. Other net gains and losses that represent profits and losses on the sale of subsidiaries, joint ventures, associates and other financial assets are excluded from adjusted operating profit as they distort the performance of the Group. In 2007 and 2008 these other net gains and losses all related to discontinued operations.
In our adjusted operating profit, we have also excluded amortisation of acquired intangibles as this is not considered to be fully reflective of the underlying performance of the Group.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
Segment information continued
The following table reconciles adjusted operating profit from continuing operations to operating profit for each segment.
|
|
|
|
|
|
|
|
|
North American Education |
International Education |
Professional |
FT Publishing |
Interactive Data |
Penguin |
Total |
all figures in £ millions |
|||||||
|
|||||||
2008 |
|||||||
|
|
|
|
|
|
|
|
Adjusted operating profit - continuing |
303 |
135 |
36 |
74 |
121 |
93 |
762 |
Amortisation of acquired intangibles |
(45) |
(22) |
(1) |
(7) |
(9) |
(2) |
(86) |
Operating profit |
258 |
113 |
35 |
67 |
112 |
91 |
676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|||||||
|
|
|
|
|
|
|
|
Adjusted operating profit - continuing |
273 |
92 |
27 |
56 |
97 |
74 |
619 |
Amortisation of acquired intangibles |
(20) |
(10) |
(1) |
(6) |
(7) |
(1) |
(45) |
Operating profit |
253 |
82 |
26 |
50 |
90 |
73 |
574 |
Corporate costs are allocated to business segments on an appropriate basis depending on the nature of the cost and therefore the total segment result is equal to the Group operating profit.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
3. Net finance costs
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
|
|
|
|
|
|
|
Net interest payable |
|
(89) |
(95) |
Finance income in respect of employee benefits |
|
8 |
10 |
Net foreign exchange losses |
|
(11) |
(17) |
Other gains / (losses) on financial instruments in a hedging relationship: |
|
||
- fair value hedges |
|
(5) |
(1) |
- net investment hedges |
|
1 |
(1) |
Other gains / (losses) on financial instruments not in a hedging relationship: |
|
|
|
- amortisation of transitional adjustment on bonds |
|
1 |
1 |
- derivatives |
|
4 |
(3) |
Net finance costs |
|
(91) |
(106) |
|
|
|
|
Analysed as: |
|
|
|
Finance costs |
|
(136) |
(150) |
Finance income |
|
45 |
44 |
Net finance costs |
|
(91) |
(106) |
|
|
|
|
Analysed as: |
|
|
|
Net interest payable |
|
(89) |
(95) |
Finance income in respect of employee benefits |
|
8 |
10 |
Net foreign exchange losses reflected in adjusted earnings |
|
(7) |
- |
Net finance costs reflected in adjusted earnings |
|
(88) |
(85) |
Other net finance costs |
|
(3) |
(21) |
Net finance costs |
|
(91) |
(106) |
Fair value gains and losses on financial instruments are analysed between three elements: net interest payable, foreign exchange and other gains and losses. For the purposes of adjusted earnings we have excluded certain foreign exchange and other gains and losses as they represent short-term fluctuations in market value and are subject to significant volatility. These other gains and losses may not be realised in due course as it is normally the intention to hold the related instruments to maturity. Foreign exchange losses reflected in adjusted earnings mainly relate to losses on retranslation of foreign currency bank overdrafts used to offset foreign currency cash balances held by the Group's trading companies.
Other net finance costs of £21m for the full year 2007, mainly relate to exchange losses on legacy euro denominated debt held to hedge the receipt of the euro denominated proceeds from the Les Echos sale. A corresponding gain was included in the sale proceeds recorded on this sale.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
4. Profit before tax
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
note |
|
|
|
|
|
|
Profit before tax - continuing operations |
|
585 |
468 |
Add back: amortisation of acquired intangibles
|
2 |
86 |
45 |
Add back: other net finance costs
|
3 |
3 |
21 |
Adjusted profit before tax - continuing operations |
|
674 |
534 |
Adjusted profit before tax - discontinued operations |
|
- |
15 |
Total adjusted profit before tax |
|
674 |
549 |
5. Income tax
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
|
|
|
|
|
|
|
Income tax charge - continuing operations |
|
(172) |
(131) |
Add back: tax benefit on amortisation of acquired intangibles
|
(31) |
(19) |
|
Add back: tax benefit on other net gains and losses |
|
(7) |
(9) |
Add back: tax benefit on other finance income
|
(1) |
(6) |
|
Tax amortisation benefit on goodwill and intangibles
|
33 |
25 |
|
Adjusted income tax charge - continuing operations |
|
(178) |
(140) |
Adjusted income tax charge - discontinued operations |
|
- |
(5) |
Total adjusted income tax charge |
|
(178) |
(145) |
|
|
|
|
Tax rate reflected in adjusted earnings |
|
26.4% |
26.4% |
Our adjusted income tax charge excludes the tax benefit on other gains and losses as this benefit relates to profits or losses on the sale of subsidiaries, joint ventures or associates and other financial assets that have previously been excluded from the adjusted profit before tax.
Also, in our adjusted income tax charge we have included the tax benefit from tax deductible goodwill and intangibles as this benefit more accurately aligns the adjusted tax charge with the expected medium-term rate of cash tax payments.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
6. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company (earnings) by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares to take account of all dilutive potential ordinary shares and adjusting the profit attributable, if applicable, to account for any tax consequences that might arise from conversion of those shares.
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
|
|
|
|
|
|
|
Profit for the year from continuing operations
|
413 |
337 |
|
Minority interest |
|
(31) |
(26) |
Earnings from continuing operations
|
382 |
311 |
|
Loss for the year from discontinued operations |
|
(90) |
(27) |
Earnings |
292 |
284 |
|
|
|
|
|
|
|
|
|
Weighted average number of shares (millions) |
|
797.0 |
796.8 |
Effect of dilutive share options (millions) |
|
0.5 |
1.3 |
Weighted average number of shares (millions) for diluted earnings |
797.5 |
798.1 |
|
|
|
|
|
Earnings per share from continuing and discontinued operations |
|
||
Basic |
|
36.6p |
35.6p |
Diluted |
|
36.6p |
35.6p |
|
|
|
|
Earnings per share from continuing operations |
|
|
|
Basic |
|
47.9p |
39.0p |
Diluted |
|
47.9p |
39.0p |
|
|
|
|
7. Adjusted earnings reconciliation
In order to show results from operating activities on a consistent basis, an adjusted earnings per share is presented which excludes certain items as set out below.
The adjusted earnings per share includes both continuing and discontinued businesses on an undiluted basis. The Company's definition of adjusted earnings per share may not be comparable to other similarly titled measures reported by other companies.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
Adjusted earnings reconciliation continued
|
|
|
|
|
|
|
|
|
Statutory income statement |
Re-analyse discontinued operations |
Other net gains and losses |
Amortisation/ adjustment of acquired intangibles |
Other net finance costs / income |
Tax amortisation benefit |
Adjusted income statement |
all figures in £ millions |
|||||||
|
|||||||
2008 |
|||||||
Operating profit (note 2) |
676 |
- |
- |
86 |
- |
- |
762 |
|
|
|
|
|
|
|
|
Net finance costs (note 3) |
(91) |
- |
- |
- |
3 |
- |
(88) |
Profit before tax (note 4) |
585 |
- |
- |
86 |
3 |
- |
674 |
Income tax (note 5) |
(172) |
- |
(7) |
(31) |
(1) |
33 |
(178) |
Profit for the year - continuing |
413 |
- |
(7) |
55 |
2 |
33 |
496 |
|
|
|
|
|
|
|
|
Loss for the year - discontinued (note 8) |
(90) |
- |
90 |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
Profit for the year |
323 |
- |
83 |
55 |
2 |
33 |
496 |
|
|
|
|
|
|
|
|
Minority interest |
(31) |
- |
- |
(3) |
- |
(2) |
(36) |
|
|
|
|
|
|
|
|
Earnings |
292 |
- |
83 |
52 |
2 |
31 |
460 |
|
|
||||||
Weighted average number of shares (millions) |
797.0 |
||||||
|
|
||||||
Adjusted earnings per share |
57.7p |
||||||
|
|
||||||
|
|
|
|
|
|
|
|
2007 |
|||||||
Operating profit (note 2) |
574 |
15 |
- |
45 |
- |
- |
634 |
|
|
|
|
|
|
|
|
Net finance costs (note 3) |
(106) |
- |
- |
- |
21 |
- |
(85) |
Profit before tax (note 4) |
468 |
15 |
- |
45 |
21 |
- |
549 |
Income tax (note 5) |
(131) |
(5) |
(9) |
(19) |
(6) |
25 |
(145) |
Profit for the year - continuing |
337 |
10 |
(9) |
26 |
15 |
25 |
404 |
|
|
|
|
|
|
|
|
Loss for the year - discontinued (note 8) |
(27) |
(10) |
37 |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
Profit for the year |
310 |
- |
28 |
26 |
15 |
25 |
404 |
|
|
|
|
|
|
|
|
Minority interest |
(26) |
- |
- |
(4) |
- |
(2) |
(32) |
|
|
|
|
|
|
|
|
Earnings |
284 |
- |
28 |
22 |
15 |
23 |
372 |
|
|
||||||
Weighted average number of shares (millions) |
796.8 |
||||||
|
|
||||||
Adjusted earnings per share |
46.7p |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
8. Discontinued operations
Discontinued operations relate to the Group's interest in Government Solutions (sold on 15 February 2007), Datamark (acquired with eCollege and immediately sold on 31 July 2007), Les Echos (sold on 24 December 2007) and the Data Management business (sold on 22 February 2008).
The results of Government Solutions and Les Echos have been included in discontinued operations in 2007 and consolidated up to the date of sale. Datamark was sold immediately following its acquisition as part of the eCollege transaction and consequently none of the results for this business have been consolidated. The Data Management business was sold on 22 February 2008 and has been included in discontinued operations for the full year in 2007 and up to the date of sale in 2008. The assets and liabilities of the Data Management business were reported as held for sale in the 31 December 2007 balance sheet.
The sales and loss for the year on discontinued operations are analysed below.
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
|
|
|
|
|
|
|
Total sales by discontinued operations |
|
8 |
167 |
|
|
|
|
Operating profit |
|
- |
15 |
Goodwill impairment (re Data Management disposal) |
|
- |
(97) |
Loss before tax before sale of discontinued operations
|
- |
(82) |
|
Attributable tax expense |
|
- |
(5) |
Loss after tax before sale of discontinued operations |
|
- |
(87) |
|
|
|
|
(Loss) / profit before tax on sale of discontinued operations |
|
(53) |
146 |
Attributable tax expense |
|
(37) |
(86) |
(Loss) / profit after tax on sale of discontinued operations |
|
(90) |
60 |
|
|
|
|
Loss for the year from discontinued operations |
|
(90) |
(27) |
|
|
|
|
(Loss) / profit before tax |
|
(53) |
64 |
Attributable tax expense |
|
(37) |
(91) |
Loss for the year from discontinued operations |
|
(90) |
(27) |
|
|
|
|
|
|
|
|
Operating profit included in adjusted earnings |
|
- |
15 |
Attributable tax expense |
|
- |
(5) |
Profit for the year included in adjusted earnings |
|
- |
10 |
Goodwill impairment (re Data Management disposal) |
|
- |
(97) |
(Loss) / profit on sale of discontinued operations |
|
(53) |
146 |
Attributable tax expense |
|
(37) |
(86) |
Loss for the year from discontinued operations |
|
(90) |
(27) |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
Discontinued operations continued
The loss / profit on sale of discontinued businesses is analysed below:
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
|
|
|
|
|
|
|
Net assets disposed |
|
(111) |
(296) |
Proceeds received |
|
111 |
515 |
Costs |
|
(4) |
(20) |
(Loss) / profit on sale before cumulative translation adjustment
|
(4) |
199 |
|
Cumulative translation adjustment |
|
(49) |
(53) |
(Loss) / profit on sale before tax |
|
(53) |
146 |
Attributable tax charge |
|
(37) |
(86) |
(Loss) / profit on sale after tax |
|
(90) |
60 |
The loss in 2008 relates entirely to the Data Management business.
9. Dividends
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
|
|
|
|
|
|
|
Amounts recognised as distributions to equity shareholders in the year |
257 |
238 |
The directors are proposing a final dividend of 22.0p per equity share, payable on 8 May 2009 to shareholders on the register at the close of business on 14 April 2009. This final dividend, which will absorb an estimated £176m of shareholders' funds, has not been included as a liability as at 31 December 2008.
10. Exchange rates
Pearson earns a significant proportion of its sales and profits in overseas currencies, the most important being the US dollar. The relevant rates are as follows:
|
|
|
|
|
|
2008 |
2007 |
|
|
|
|
Average rate for profits |
|
1.85 |
2.00 |
Year end rate |
|
1.44 |
1.99 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
11. Statement of changes in equity
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
|
|
|
|
|
|
|
Attributable to equity holders of the Company |
|
|
|
Total recognised income and expense for the year |
|
1,270 |
418 |
Equity settled transactions |
|
33 |
30 |
Issue of ordinary shares - share option schemes |
|
6 |
12 |
Cumulative translation adjustment on disposals |
|
50 |
53 |
Purchase of treasury shares |
|
(47) |
(56) |
Dividends paid to equity holders of the Company
|
(257) |
(238) |
|
Net movement for the year |
|
1,055 |
219 |
Attributable to equity holders of the Company at the beginning of the year
|
3,695 |
3,476 |
|
Attributable to equity holders of the Company at the end of the year
|
4,750 |
3,695 |
|
|
|
|
|
Minority interest
|
274 |
179 |
|
Total equity
|
5,024 |
3,874 |
12. Related parties
There were no material related party transactions and no guarantees have been provided to related parties in the year.
13. Events after the balance sheet date
During 2008, Pearson's International Education business announced its intention to increase its stakes in Longman Nigeria from 29% to 51% for £9m and Maskew Miller Longman (MML), its South African publishing business, from 50% to 85%.
Under the terms of the MML agreement, Pearson intends to create a new Southern Africa business and in return for the increased stake in MML our current joint venture partner will receive £46m in cash and a 15% interest in Pearson's Heinemann and Edexcel businesses in that region.
In addition the International Education business also announced the acquisition of Fronter, a European online learning company based in Oslo, for £16m.
The Longman Nigeria acquisition completed in early January 2009 and the Fronter acquisition in February 2009. The Maskew Miller Longman transaction is expected to complete in the second quarter of 2009 following regulatory approval.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
14. Business combinations
On 2 January 2008 the Group acquired Money-Media, a US-based company offering online news and commentary for the money management industry. On 30 January 2008 the Group completed its acquisition of Harcourt Assessment from Reed Elsevier, after receiving clearance from the US Department of Justice. On 1 August 2008, Interactive Data acquired Kler's Financial Data Service, a provider of reference data to the Italian finance industry, for €19m and on 15 December 2008 Interactive Data acquired a 79% interest in NTT Data Financial Corporation (NDF), a provider of reference data to the Japanese finance industry, for approximately $26m.
Final values for the assets and liabilities arising from the Harcourt Assessment and Money-Media acquisitions, provisional values for the other acquisitions completed in the year and adjustments to prior year acquisitions are set out below.
|
|
|
|
|
|||
|
Harcourt |
Money- |
Other |
Total |
|||
all figures in £ millions |
Assessment |
Media |
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
Property, plant and equipment |
6 |
- |
- |
6 |
|||
Intangible assets |
174 |
10 |
36 |
220 |
|||
Intangible assets - Pre-publication |
27 |
- |
- |
27 |
|||
Inventories |
7 |
- |
- |
7 |
|||
Trade and other receivables |
48 |
2 |
4 |
54 |
|||
Cash and cash equivalents |
5 |
- |
11 |
16 |
|||
Trade and other liabilities |
(40) |
(4) |
(8) |
(52) |
|||
Current income tax |
- |
- |
(3) |
(3) |
|||
Net deferred income tax liabilities |
- |
- |
(4) |
(4) |
|||
Provisions for other liabilities and charges |
(19) |
- |
(7) |
(26) |
|||
Equity minority interests |
- |
- |
(2) |
(2) |
|||
Assets held for sale |
3 |
- |
- |
3 |
|||
Net assets acquired at fair value |
211 |
8 |
27 |
246 |
|||
Goodwill |
113 |
25 |
15 |
153 |
|||
Total |
324 |
33 |
42 |
399 |
|||
Satisfied by: |
|
|
|
|
|||
Cash |
(321) |
(33) |
(40) |
(394) |
|||
Deferred consideration |
- |
- |
- |
- |
|||
Net prior year adjustments |
(3) |
- |
(2) |
(5) |
|||
Total consideration |
(324) |
(33) |
(42) |
(399) |
|||
|
|
|
|
|
|||
Net cash outflow on acquisition: |
|
|
|
|
|||
Cash - current year acquisitions |
|
|
|
(394) |
|||
Cash - acquisitions yet to complete |
|
|
|
(12) |
|||
Deferred payments for prior year acquisitions and other items |
|
|
|
(5) |
|||
Cash and cash equivalents acquired |
|
|
|
16 |
|||
Cash outflow on acquisitions |
|
|
|
(395) |
In total, acquisitions completed in the year contributed an additional £161m of sales and £30m of operating profit.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
15. Intangible assets
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
|
|
|
|
|
|
|
Goodwill |
|
4,570 |
3,343 |
Other intangibles |
|
783 |
471 |
Total intangibles |
|
5,353 |
3,814 |
16. Net debt
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
Derivative financial instruments |
|
181 |
23 |
Current assets |
|
|
|
Derivative financial instruments |
|
3 |
28 |
Marketable securities |
|
54 |
40 |
Cash and cash equivalents (excluding overdrafts) |
|
685 |
560 |
Non-current liabilities |
|
|
|
Borrowings |
|
(2,019) |
(1,049) |
Derivative financial instruments |
|
(15) |
(16) |
Current liabilities |
|
|
|
Borrowings |
|
(344) |
(559) |
Derivative financial instruments |
|
(5) |
- |
Net debt - continuing operations |
|
(1,460) |
(973) |
Net cash classified as held for sale |
|
- |
- |
Total net debt |
|
(1,460) |
(973) |
In May 2008, Pearson issued $350m 5.5% Global Dollar Bonds 2013 and $550m 6.25% Global Dollar Bonds 2018. The proceeds were used to repay outstanding indebtedness under our existing revolving credit facility agreement.
17. Cash flows
The reconciliation of profit for the year to net cash generated from operations is shown in the table below. Operating cash flow, operating free cash flow and total free cash flow are non-GAAP measures and have been disclosed as they are part of Pearson's corporate and operating measures. Following the completion of the latest actuarial valuation of the UK Group pension plan as at January 2006, the Group agreed that during 2007 it would make additional payments to the plan amounting to £100m. The Group excluded this £100m from its definition of operating cash flow and operating free cash flow as it distorted the underlying operating performance for that year.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued
for the year ended 31 December 2008
Cash flows continued
|
|
|
|
|
|
2008 |
2007 |
all figures in £ millions |
note |
|
|
|
|
|
|
|
|
|
|
Reconciliation of profit for the year to net cash generated from operations |
|
||
Profit for the year |
|
323 |
310 |
Income tax
|
209 |
222 |
|
Depreciation and amortisation charges |
|
196 |
138 |
Loss on sale of property, plant and equipment
|
1 |
1 |
|
Net finance costs
|
91 |
106 |
|
Share of results of joint ventures and associates |
|
(25) |
(23) |
Profit / (loss) on sale of discontinued operations
|
53 |
(146) |
|
Goodwill impairment of discontinued operations
|
- |
97 |
|
Share-based payment costs |
|
33 |
30 |
Net foreign exchange adjustment |
|
105 |
11 |
Pre-publication |
|
(58) |
(38) |
Inventories |
|
(12) |
(1) |
Trade and other receivables |
|
(81) |
(5) |
Trade and other liabilities |
|
82 |
80 |
Retirement benefit obligations |
|
(14) |
(126) |
Provisions |
|
(9) |
3 |
Net cash generated from operations |
|
894 |
659 |
|
|
|
|
Dividends from joint ventures and associates |
|
23 |
32 |
Net purchase of PPE including finance lease principal payments
|
(76) |
(74) |
|
Purchase of intangible assets |
|
(45) |
(33) |
Add back: Special pension contribution |
|
- |
100 |
Operating cash flow |
|
796 |
684 |
Operating tax paid |
|
(89) |
(61) |
Net operating finance costs paid |
|
(76) |
(90) |
Operating free cash flow |
|
631 |
533 |
Non-operating tax paid |
|
- |
(26) |
Special pension contribution |
|
- |
(100) |
Total free cash flow |
|
631 |
407 |
Dividends paid (including to minorities) |
|
(285) |
(248) |
Net movement of funds from operations |
|
346 |
159 |
Acquisitions and disposals |
|
(285) |
(15) |
Purchase of treasury shares |
|
(47) |
(72) |
New equity |
|
6 |
12 |
Other movements on financial instruments |
|
8 |
(7) |
Net movement of funds |
|
28 |
77 |
Exchange movements on net debt |
|
(515) |
9 |
Total movement in net debt |
|
(487) |
86 |
Opening net debt |
|
(973) |
(1,059) |
Closing net debt
|
16 |
(1,460) |
(973) |
Included in net cash generated from operations is an amount of £nil (2007: £7m) relating to discontinued operations.